Shareholders Agreement: majority/minority shareholders
Shareholders Agreement between majority (more than 50% of shares held) and minority (less than 50% of shares held) in a private limited company, with control provisions for the majority shareholder and minority shareholder protections for the minority shareholder.
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When do I use this document?
- for a company which has a majority shareholder and one or more minority shareholders
- for provisions enabling the majority shareholder to control decision-making and other matters
- for minority shareholder protections, including director appointment rights and rights to approve reserved matters
- for a private limited company incorporated in England and Wales
What are the key features?
- full form shareholders agreement
- 30 clauses and 3 schedules over 31 pages
- clauses relating to the following matters:
- business of the company
- shareholder roles and services
- shareholdings
- funding
- director appointment rights and board decision-making
- shareholder decision-making
- dividends
- matters requiring prior approval of specified shareholders (reserved matters)
- future share issues
- transfers of shares, including permitted transfers, pre-emption rights, compulsory transfer events, drag-along rights and tag-along rights
- shareholder information rights
- shareholder restrictive covenants
- duration and termination
What other documents are available?
For a Shareholders Agreement for a company with equal 50/50 shareholdings, see
When do I use this document?
- for general business transactions or joint ventures
- where both parties will disclose confidential information
- for a shorter form NDA with principal legal protections for the parties
What are the key features?
- 17 paragraphs over 3 pages
- definitions of Confidential Information and Proposed Transaction
- confidentiality obligations
- authorised recipients of Confidential Information
- circumstances permitting compulsory disclosure
- procedure for returning Confidential Information to its owner
- duration of agreement
What other documents are available?
For a longer form of mutual confidentiality agreement with more extensive protections for the benefit of the disclosing party, see
For forms of confidentiality agreement where only one party will disclose confidential information see
£45.00 exc VAT
Updated by a lawyer on 21/07/2025
- Updated By a lawyer on
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